Marketing Thought Leader Copy

MARKETING THOUGHT LEADER COPY AGREEMENT

This Marketing Thought Leader Copy Agreement (the Agreement) is entered into as of (Effective Date) by and between:

WHEREAS

WHEREAS, Client desires to engage Consultant to create marketing thought leader copy and related deliverables intended to position Client or a designated representative as an industry thought leader, and Consultant has the qualifications and expertise to prepare such materials; and

WHEREAS, the parties wish to set forth their respective duties, compensation, and the terms under which such copy, drafts, speaking notes, articles, social posts, and other materials (collectively, Deliverables) will be produced, delivered, accepted and assigned;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. SCOPE OF WORK

1.1 Services. Consultant shall prepare, revise and deliver the Deliverables described in the Scope of Work. Deliverables may include but are not limited to thought leadership articles, keynote talking points, executive bios, byline pieces, LinkedIn and social media posts, and Q&A responses.

2. PAYMENT TERMS

2.1 Compensation. As full compensation for the Services, Client shall pay Consultant the total fee of $ (Total Fee), payable as set forth below.

2.2 Invoicing and Payment. Consultant will invoice Client according to the Payment Schedule. Unless otherwise agreed in writing, Client shall pay invoiced amounts within days of the invoice date.

2.3 Late Payment. Any late payment shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client is also responsible for reasonable collection costs incurred by Consultant.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and remain in effect until unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon written notice to the other party at least days prior to the effective termination date.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach. Upon termination, Client shall pay Consultant for all Services performed and accepted up to the effective date of termination, plus any non-cancellable third-party costs.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential, including business plans, product roadmaps, customer lists, pricing, and draft Deliverables.

4.2 Obligations. The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

4.3 Exceptions. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

5. INTELLECTUAL PROPERTY AND USE OF DELIVERABLES

5.1 Ownership. Except as expressly provided in this Section, Consultant retains all right, title and interest in and to Consultant's pre-existing materials, methodologies, templates, and know-how. Upon receipt of full payment of the Total Fee, Consultant assigns to Client all right, title and interest in the final Deliverables produced specifically for Client under this Agreement, including copyrights, subject to the Consultant's retained rights in pre-existing materials.

5.2 License to Pre-Existing Materials. To the extent the Deliverables incorporate Consultant's pre-existing materials, Consultant grants Client a perpetual, worldwide, non-exclusive, transferable license to use, reproduce and display such pre-existing materials as incorporated in the Deliverables for Client's marketing and promotional purposes.

5.3 Portfolio Use. Consultant may retain copies of Deliverables for archival and portfolio purposes and may identify Client as a client in Consultant's promotional materials unless Client marks an option below to prohibit portfolio use.

6. REPRESENTATIONS, WARRANTIES AND INDEMNITY

6.1 Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Consultant represents that to the best of its knowledge the Deliverables will not infringe the intellectual property rights of any third party. Consultant's sole obligation and Client's exclusive remedy for a claim of infringement shall be for Consultant, at its option and expense, to (a) obtain the right to continue use, (b) modify the Deliverables to make them non-infringing, or (c) if neither (a) nor (b) is commercially practicable, refund the amount paid for the affected Deliverables.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles.

7.2 Dispute Resolution. The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If negotiation fails, the parties agree to non-binding mediation before pursuing other remedies. Notwithstanding the foregoing, either party may seek injunctive relief to protect its Confidential Information or intellectual property rights.

8. MISCELLANEOUS

8.1 Entire Agreement. This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

8.2 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8.3 Assignment. Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

DELIVERABLE ACCEPTANCE

Client shall review and either accept or provide written, itemized change requests for each Deliverable within days of submission. Failure to provide timely written change requests shall constitute acceptance.

Sign Now